Incorporation of the bank (in the legal form of a join stock company) is definitive upon the execution of the agreement on incorporation (signatures of founders on the document must be certified by the public notary).
The application for registration of a bank must be submitted to the Central Register of the Commercial Corporations (the CRCC) within 60 days after the delivery of the decision of the CBoM on granting the bank license.
In the first iteration, the CRCC shall register:
- Creation of the bank – legal entity;
- Incorporation of the bank in legal form of a joint stock company;
- Registration of members of the Board of Directors.
In second iteration, bank needs to serve to the CBoM application for appointment of executive directors to be allowed. After such approval is granted by the CBoM, respective registration of executive managers will be executed by the CRCC.
The CBoM shall reach its decision on the approvals referred to in this law within 60 days as of the day the application for obtaining approval has been orderly submitted, unless other timeframes has been stipulated by this law.
In order to provide legal ground for registration of the bank, which must take place in course of an administrative proceeding before the CRCC, a bank’s general meeting must (minimal requirement):
- Enact the bank’s bylaws (articles of association).
- Elect members of the bank’s Board of Directors.
- Elect members of the bank’s Audit Committee.
- Appoint executive directors and elect a chief executive director (CEO).
- Appoint a corporate secretary (administrative officer).
- Appoint an internal auditor.
- Appoint a compliance officer.
- Appoint at least two anti money laundry (AML) officers.
Aforementioned decisions must be enclosed to the bank's registration file (this can be done after bank's corporate governance system is properly set-up).
The process of incorporation and registration of a joint stock company (JSC) is defined in the Law on Business Organizations.
The monetary fraction of a founding capital must be fully paid to the account of a commercial bank in Montenegro before registration file is submitted to the CRCC.
The following documents and evidences must be created as a part of a registration file:
- Articles on Association, certified by a public notary.
- Articles on Incorporation, certified by a public notary.
- Decision of the Central Depository Agency, on issuing of share capital from the Central Depository Agency.
- Decisions on the appointment of the Board of Directors, auditors, secretary and executive director.
- Evidence that an administrative fee has been paid to the account of the Tax Administration, with purpose of registration of the bank.
- Evidence that an administrative fee has been paid to the account of the Official Gazette of Montenegro, with purpose of registration of the bank.
- Registration form of CRCC.
After obtaining the CRCC’s registration certificate, bank must:
- Make a corporate seal.
- Employ executive directors, corporate secretary, internal auditor, compliance officer and AML officers.
Next phase: Corporate Governance